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Share Issuance and Disposal7917ZACROS CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of a total of 38,900 treasury shares as restricted stock to 3 directors and 4 executive officers serving under a mandate. The shares allocated to directors will be provided free of charge, while the executive officers will subscribe by contributing monetary compensation claims of ¥1,303 per share in kind.

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Direction
Neutral
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Scale
38900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

38,900 shares of the Company's common stock (19,400 shares for directors and 19,500 shares for executive officers serving under a mandate)

3 directors (excluding directors who are Audit & Supervisory Committee members, outside directors and part-time directors)19,400 shares
4 executive officers serving under a mandate19,500 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

Directors: free of charge (fair value: ¥1,303 per share); executive officers serving under a mandate: ¥1,303 per share
Total issue value

Directors: ¥25,278,200 (total fair value); executive officers serving under a mandate: ¥25,408,500

Amount of funds to be raised
Total payment amount: ¥25,408,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims for executive officers serving under a mandate: ¥25,408,500. The directors are not required to make monetary payments or provide property.
発行済株式総数

No increase (disposal of treasury shares)

As this is a disposal of treasury shares, the total number of issued shares will not increase

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 3 August 2026 (the allotment or disposal date) until the date of retirement or another applicable date for each eligible officer
Conditions for lifting transfer restrictions
During the service period, directors must continuously remain directors of the Company, and executive officers serving under a mandate must continuously remain directors or executive officers serving under a mandate of the Company. In the event of retirement upon expiration of the term of office, death or another reason deemed legitimate by the Board of Directors, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
3 directors: 19,400 shares; 4 executive officers serving under a mandate: 19,500 shares
Intended allottee's holding policy
During the restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. For directors, the restriction period runs from 3 August 2026 until the date of retirement as a director or another applicable date. For executive officers serving under a mandate, it runs from 3 August 2026 until the date of retirement as a director or executive officer serving under a mandate, or another applicable date.
Payment date
3 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 8 July 2026, ¥1,303 per share. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 91st Annual General Meeting of Shareholders held on 18 June 2021, approval was obtained for a compensation system involving the granting of restricted stock.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of38,900 shares of the Company's common stock (19,400 shares for directors and 19,500 shares for executive officers serving under a mandate)
Issue price and disposal priceDirectors: free of charge (fair value: ¥1,303 per share); executive officers serving under a mandate: ¥1,303 per share
Total issue valueDirectors: ¥25,278,200 (total fair value); executive officers serving under a mandate: ¥25,408,500
Amount of funds to be raisedTotal payment amount: ¥25,408,500; estimated net proceeds: Not disclosed
Payment date3 August 2026
Intended allotteeName 3 directors (excluding directors who are Audit & Supervisory Committee members, outside directors and part-time directors) / Number of Shares 19,400 shares, Name 4 executive officers serving under a mandate / Number of Shares 19,500 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. For directors, the restriction period runs from 3 August 2026 until the date of retirement as a director or another applicable date. For executive officers serving under a mandate, it runs from 3 August 2026 until the date of retirement as a director or executive officer serving under a mandate, or another applicable date.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 8 July 2026, ¥1,303 per share. No discount or premium.
Transfer restriction periodFrom 3 August 2026 (the allotment or disposal date) until the date of retirement or another applicable date for each eligible officer
Conditions for lifting transfer restrictionsDuring the service period, directors must continuously remain directors of the Company, and executive officers serving under a mandate must continuously remain directors or executive officers serving under a mandate of the Company. In the event of retirement upon expiration of the term of office, death or another reason deemed legitimate by the Board of Directors, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered3 directors: 19,400 shares; 4 executive officers serving under a mandate: 19,500 shares
Total Stock-Based CompensationTotal monetary compensation claims for executive officers serving under a mandate: ¥25,408,500. The directors are not required to make monetary payments or provide property.
Procedures under the Corporate Code of ConductAt the 91st Annual General Meeting of Shareholders held on 18 June 2021, approval was obtained for a compensation system involving the granting of restricted stock.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide the eligible officers with an incentive to achieve sustained growth in corporate value and to further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | ZACROS Corporation (7917) timely disclosure | Komori